Pengrowth Energy Trust completed a consolidation of its outstanding Class A and Class B trust units on July 27, 2006. The consolidation was completed in two distinct stages. On June 27, 2006, the residency restriction applicable to the Class B trust units was eliminated. On July 27, 2006, the Class B trust units were renamed as “trust units” and the Class A trust units were converted into trust units, with the exception of Class A trust units held by residents of Canada who provided an election and residency declaration. Following the consolidation, Pengrowth had outstanding 160,713,874 trust units with a total market capitalization greater than $4 billion and 222,095 remaining Class A trust units.
The Class A and B dual trust unit structure was implemented by Pengrowth in 2004 so that Pengrowth could control the level of ownership of trust units by non-residents of Canada and thereby ensure that Pengrowth's status as a “mutual fund trust” under the Income Tax Act (Canada) was preserved. Certain recent developments had made the structure unnecessary.
In Canada, Pengrowth was represented by in-house counsel Charles V. Selby, vice president and corporate secretary, and by Bennett Jones LLP with a team led by Brad Markel (securities and M&A) that included Don Greenfield (energy); Martin Lambert and Paul Barbeau (securities and M&A); Martin Kay and Michael Theroux (litigation) and Alan Ross and Greg Johnson (tax).
The board of directors of Pengrowth Corporation formed a special committee of independent members to make recommendations to the board regarding the dual trust unit structure. The special committee was represented in Canada by Allan Twa, Q.C., of Burnet, Duckworth & Palmer LLP, and in the United States by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Edwin Maynard and Kathleen McCabe (securities and M&A) and David Mayo and Sonia Inamdar (tax).
Computershare Trust Company of Canada, the trustee of Pengrowth Energy Trust, was represented by Blake, Cassels & Graydon LLP with a team that included Pat Finnerty and Ross Bentley (securities) and Ron Mar (tax).